Exhibit (a)(1)(D)
Offer To Purchase For Cash
All Outstanding Shares of Common Stock
of
PFSWEB, INC.
a Delaware corporation
at
$7.50 PER SHARE
Pursuant to the Offer to Purchase dated September 21, 2023
by
PEREGRINE MERGERSUB I, INC.
a wholly owned subsidiary of
GXO LOGISTICS, INC.
| | THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 20, 2023, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”). | |
September 21, 2023
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated September 21, 2023 (what we refer to as the “Offer to Purchase”), and the related Letter of Transmittal (what we refer to as the “Letter of Transmittal” and what, together with the Offer to Purchase, as each may be amended or supplemented from time to time, we refer to as the “Offer”) in connection with the offer by Peregrine MergerSub I, Inc., a Delaware corporation (which we refer to as “Merger Sub”) and a wholly owned subsidiary of GXO Logistics, Inc., a Delaware corporation (which we refer to as “Parent”), to purchase all outstanding shares of common stock, par value $0.001 per share (which we refer to as “Shares”), of PFSweb, Inc., a Delaware corporation (which we refer to as “PFSweb”), at a purchase price of $7.50 per Share, in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions of the Offer.
THE BOARD OF DIRECTORS OF PFSWEB HAS RECOMMENDED THAT STOCKHOLDERS TENDER ALL OF THEIR SHARES TO MERGER SUB PURSUANT TO THE OFFER.
We or our nominees are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal accompanying this letter is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.
We request instructions, by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof, as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the Letter of Transmittal.
Please note carefully the following:
1. | The offer price for the Offer is $7.50 per Share, in cash, without interest thereon and less any applicable withholding taxes. |
2. | The Offer is being made for all outstanding Shares. |
3. | The Offer is being made in connection with the Agreement and Plan of Merger, dated as of September 13, 2023 (together with any amendments or supplements thereto, what we refer to as the “Merger Agreement”), among Parent, Merger Sub and PFSweb, pursuant to which, after the completion of the Offer and the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into PFSweb, with PFSweb surviving the Merger as a wholly owned subsidiary of Parent (which we refer to as the “Merger”), without a vote of the stockholders of PFSweb in accordance with Section 251(h) of the General Corporation Law of the State of Delaware. |